Quanyangquan 2 violations Chairman Jiang Changlong criticized, stock price still 4 limit

As of today’s close, quanyangquan shares have been trading for four consecutive days. On December 28, quanyangquan closed at 11.04 yuan, up 9.96%; on December 29, quanyangquan closed at 12.14 yuan, up 9.96%; on December 30, quanyangquan closed at 13.35 yuan, up 9.97%; today, quanyangquan closed at 14.69 yuan, up 10.04%. < / P > < p > it is found that Jilin quanyangquan Co., Ltd. (hereinafter referred to as “quanyangquan”, 600189. SH) has two violations in terms of information disclosure, namely, inaccurate disclosure of performance forecast in 2019, untimely correction disclosure and untimely disclosure of major progress of related party transactions. < / P > < p > on January 21, 2020, the company disclosed the pre loss announcement of performance in 2019. It is estimated that the net profit attributable to shareholders of Listed Companies in 2019 will be – 330 million yuan to – 390 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses will be – 430 million yuan to – 490 million yuan. The company disclosed that Jilin Forest Industry wood-based panel Group Co., Ltd. (hereinafter referred to as wood-based panel group), a joint-stock subsidiary, suffered a large loss due to the decline of operating revenue and provision for bad debts in 2019. The company recognized the investment loss according to the equity method, resulting in a loss. There was no major uncertainty affecting the accuracy of the performance forecast. < / P > < p > on June 24, 2020, the company disclosed the correction announcement of performance forecast, and it is estimated that the net profit attributable to shareholders of Listed Companies in 2019 will be about -1.48 billion yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses will be about -1.56 billion yuan. The reasons for the correction of the performance notice include: first, the controlling shareholder China Jilin Forest Industry Group Co., Ltd. (hereinafter referred to as the forest industry group) received the “civil ruling” and “decision” of the court on May 18, 2020, ruling to accept the application for judicial restructuring of the forest industry group, resulting in the current assets impairment loss of 3.22 billion yuan of wood-based panel group and other joint ventures; second, joint ventures In the process of audit, the annual audit accountant found that some joint ventures located in the areas with serious epidemic situation were affected by the national natural forest protection and restoration policy issued in 2019, and there were signs of asset impairment, resulting in the current asset impairment loss of 2.84 billion yuan of joint ventures such as wood-based panel group. The above two impairments caused changes in the performance of associated enterprises, resulting in an increase of 1.2 billion yuan in the investment loss recognized by the company in the current period. < / P > < p > on June 30, 2020, the company disclosed the annual report of 2019 and realized the net profit of -1.485 billion yuan attributable to the shareholders of the listed company and -1.558 billion yuan attributable to the shareholders of the listed company after deducting the non recurring profit and loss. On July 28, 2020, the company said in the reply to the regulatory inquiry letter it disclosed that due to the judicial restructuring of the forest industry group, the wood-based panel group could not continue to operate and the natural forest of the wood-based panel group could not be cut, resulting in the asset impairment of the related associated companies. < / P > < p > there is a huge deviation between the performance of the company’s forecast and the actual performance, and the net profit difference attributable to the shareholders of the listed company is 1.095 billion yuan, with a difference of 280.77%. The company didn’t correct the performance notice in time. It didn’t issue the performance correction announcement until June 24, 2020, and the correction information was not disclosed in time. In addition, it is found out that the controlling shareholder entered the judicial reorganization procedure in May 2020. The announcement of the court ruling accepting the judicial reorganization disclosed by the company on May 20, 2020 indicates that the equity value of the joint venture may be affected with the progress of the controlling shareholder’s reorganization procedure, and the specific impact is still being measured, with uncertainty risk. At the same time, affected by the epidemic situation, the impairment of assets of some joint ventures located in the areas with serious epidemic situation can not be confirmed on site, and the scope of audit is limited to a certain extent. However, the company’s performance forecast does not indicate the uncertainty risk of large amount of impairment of related assets. On August 25, 2010, the board of directors deliberated and approved that the company plans to invest 54.0736 million yuan to purchase the new office building constructed by Changchun Dazheng real estate development and Construction Co., Ltd. (hereinafter referred to as Dazheng real estate), and the transaction amount accounts for 4.24% of the company’s audited net assets in 2009. On November 7, 2011, Jilin Forest Industry Real Estate Development Co., Ltd. (hereinafter referred to as forest industry real estate), the company’s controlling shareholder, acquired Dazheng real estate, which was changed into the company’s related party. The above transactions constitute connected transactions, and the company has fulfilled the information disclosure obligation of connected transactions. < / P > < p > on December 27, 2019, the company signed a letter of intent on the return of house purchase money with Jilin Forest Industry Development and Construction Group Co., Ltd. (hereinafter referred to as forest industry construction group) and Dazheng real estate. Because Dazheng real estate has not delivered the real estate to the company and has sold the real estate the company intends to purchase to a third party, it constitutes a unilateral breach of contract. Dazheng real estate promises to return the company’s house purchase money and liquidated damages, and the forest industry construction group undertakes the joint and several liability guarantee. On January 4, 2020, the company and its holding subsidiary quanyangquan Beverage Co., Ltd. of Jilin Forest Industry Group (hereinafter referred to as quanyangquan beverage) signed the agreement on confirmation and repayment of house purchase payment with forest industry construction group and Dazheng real estate. Dazheng real estate agreed to return the house purchase payment and default interest of 73.7837 million yuan actually paid to the company, and to transfer quanyangquan beverage to Dazheng real estate The creditor’s rights of RMB 12.7761 million of the real estate were handled together, with a total amount of RMB 86.5598 million, accounting for 6.17% of the company’s net assets audited in 2019. < p > < p > on January 6, 2020, the board of directors of the company deliberated and passed the proposal on resolving the creditor’s rights and debts of the company and Dazheng real estate, and the property managed by the forest industry construction group was used to repay the house purchase money and liquidated damages of Dazheng real estate to the company. < / P > < p > according to the above agreement, all parties to the contract have fulfilled the agreement before June 30, 2020, and the company has recovered 86.5598 million yuan of house purchase money and liquidated damages of Dazheng real estate. Among them, the forest industry construction group will compensate the company for the property worth 55.9848 million yuan, which will be signed online on April 21, 2020. In December 2019, Jilin Longquan Industrial Co., Ltd. (hereinafter referred to as Longquan company), a wholly-owned subsidiary of the company, purchased 4 sets of real estate from a wholly-owned subsidiary of forest industry construction group to offset the debt of 7.5127 million yuan. For the remaining debt of 23.0623 million yuan, the parties signed the equity pledge agreement and its supplementary agreement on January 15 and April 30, 2020. The Forest Industry Construction Group pledged 67.5% of its equity in the forest industry real estate, and continued to bear joint and several liability for the outstanding debt. < / P > < p > since December 2019, the company and Dazheng real estate have breached the related party transactions and signed a series of supplementary agreements. As for the significant progress of related party transactions, the company did not disclose it in time. It did not disclose the progress announcement of related party transactions until July 18, 2020, and the relevant information was not disclosed in time. < p > < p > the Shanghai Stock Exchange said that the annual performance of listed companies is a major concern for investors, and companies should objectively and carefully estimate the current performance according to the accounting standards, so as to ensure the accuracy of the forecast performance and fully prompt the existing uncertainty risks. The company has violated the relevant provisions of Article 2.1, Article 2.5, ARTICLE 2.6, article 7.5 and article 11.3.3 of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules). < / P > < p > JIANG Changlong, then chairman of the board of directors of the company, was the main person in charge of the company and the first person responsible for information disclosure; Wang Jinhui, then general manager, was the main person in charge of the company’s daily operation and management; Bai Gang, then financial director, was the specific person in charge of financial matters; Zhang Zhongwei, then independent director and convener of audit committee, was the main supervisor of financial and accounting matters Shi Jun, the Secretary of the board of directors at that time, as the specific person in charge of information disclosure affairs, was not diligent and responsible for the inaccurate disclosure of the company’s performance forecast and the untimely correction of the disclosure. Shi Jun, then Secretary of the board of directors, was also responsible for the failure to disclose the progress of related party transactions in a timely manner. The above responsible person’s violation of regulations violates the provisions of article 2.2, article 3.1.4, article 3.1.5 and article 3.2.2 of the stock listing rules and the commitments made in the statement and commitment of directors (supervisors and senior managers). < / P > < p > in view of the fact that the controlling shareholders only enter into the judicial reorganization procedure after the disclosure of the company’s performance notice and are affected by the epidemic situation, the company has certain objective difficulties in accurately predicting the relevant risk items when disclosing the performance notice for the first time and making corrections in a timely manner, which has been considered as appropriate. The company and relevant responsible persons have no objection to the disciplinary intention within the time limit. < / P > < p > in view of the above-mentioned facts and circumstances of violation, the disciplinary action committee of Shanghai Stock Exchange has reviewed and approved, in accordance with articles 17.2, 17.3 and 17.4 of the stock listing rules, the measures for the implementation of disciplinary and regulatory measures of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange No.2 – standards for the implementation of disciplinary measures, etc According to the regulations, the Shanghai Stock Exchange decided to circulate a notice of criticism against quanyangquan’s chairman Jiang Changlong, then general manager Wang Jinhui, then financial director Bai Gang, then independent director and convener of audit committee Zhang Zhongwei, and then Secretary of the board of directors Shi Jun. < p > < p > according to the inquiry of China Economic Net, quanyangquan was founded on September 29, 1998 and listed on Shanghai Stock Exchange on October 7, 1998. Its stock code is 600189 and its registered capital is now 551 million yuan. Its headquarters is located in Changchun City, Jilin Province. As of September 30, 2020, the major shareholder of the company is forest industry group, with a shareholding ratio of 30.17%. < / P > < p > JIANG Changlong has been the chairman of quanyangquan for two terms since September 26, 2016. Jiang Changlong, male, master degree, senior engineer. He has successively served as director of Forest Resources Management Department of China Jilin Forest Industry Group Co., Ltd., deputy general manager and executive deputy general manager of China Jilin Forest Industry Group Co., Ltd., and chairman of the seventh board of directors of the company. He is now the executive deputy general manager of China Jilin Forest Industry Group Co., Ltd. and the chairman of the eighth board of directors of the company. < / P > < p > on January 21, 2020, the company disclosed the pre loss announcement of performance in 2019. It is estimated that the net profit attributable to shareholders of Listed Companies in 2019 will be in deficit compared with the same period of last year. The net profit attributable to shareholders of listed companies will be – 330 million yuan to – 390 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses will be – 430 million yuan to – 490 million yuan 100 million yuan. This loss is mainly due to the company’s share-holding subsidiary wood-based panel group’s loss in 2019. < / P > < p > on June 24, 2020, the company disclosed the correction announcement of the performance forecast in 2019, which shows that it is expected that there will be a loss in the operating performance in 2019, and the net profit attributable to the shareholders of the listed company is about -1.48 billion yuan; the net profit attributable to the shareholders of the listed company after deducting the non recurring losses is about -1.56 billion yuan. The company said that the reasons for the correction of the performance notice include: < / P > < p > 1. The controlling shareholder of forest industry group received the civil ruling No. (2020) Ji 01 Po Shen 45 and the decision No. (2020) Ji 01 Po Shen 45 served by Changchun intermediate people’s Court on May 18, 2020. According to the civil ruling and decision, Changchun intermediate people’s court ruled to accept the application for judicial reorganization of forest industry group proposed by Dalian Sanlin Wood Industry Co., Ltd